14 N.W.2d 34 | Wis. | 1944
Action commenced May 17, 1938, by state of Wisconsin on the relation of Department of Agriculture and Markets, plaintiff and respondent, against Badger Dairy, Inc., Badger Dairy Company, Capitol Dairy Company, Madison Milk Producers' Co-operative Association, Wisconsin corporations, and Sam Lerner, defendants, Roy C. Heggestad, defendant and appellant, and Madison Milk Marketing Co-operative, interpleaded defendant and respondent, for a declaratory judgment establishing the rights of the parties in a bond deposited with the Department of Agriculture and Markets. Judgment was entered December 6, 1943, impressing the bond with a lien in favor of Madison Milk Marketing Co-operative, from which defendant Roy C. Heggestad appeals.
Prior to December 15, 1936, Whiting Dairy Company, a corporation, was engaged in the business of retail distribution of milk in the city of Madison. At the close of business it was indebted to the Madison Milk Marketing Co-operative for milk delivered in a sum exceeding $1,600. The equipment of Whiting Dairy Company was acquired by Badger Dairy, Inc., a newly organized corporation, which continued the business of retail distribution of milk. December 15, 1936, in order to secure a milk-dealer's license for Badger Dairy, Inc., Roy C. Heggestad, its secretary, deposited with the Department of Agriculture and Markets of the state of Wisconsin, a federal farm-mortgage bond in the sum of $1,000 to secure the payment to milk producers delivering milk to Badger Dairy, Inc., pursuant to the provisions of sec.
June 6, 1942, summary judgment was entered on motion of Co-operative, which was subsequently vacated on motion of defendant Heggestad for the reason that proper notice of motion had not been served. Respondent Co-operative seeks a review of this order. In March, 1943, by stipulation of parties, it was agreed that the record made in the original motion for summary judgment be considered by the court as a new motion for summary judgment without the preparation of new motion papers. The only question on appeal is whether the deposited federal farm-mortgage bond of appellant Heggestad stands as security for the unpaid indebtedness of Whiting Dairy Company assumed by Badger Dairy, Inc., in the contract of January 20, 1937. In order to determine this question we must look to the contract entered into between Dairy and Co-operative on January 20, 1937.
The law applicable to the interpretation of contracts is not in dispute. All parts of the contract must be read together and its provisions not isolated as if they stood alone.Ogden v. Straus Building Corp. (1925)
An examination of the remaining provisions of the contract shows that Dairy agreed to leave on deposit with the Department of Agriculture and Markets the bond in question, or its cash equivalent, for the sole benefit of Co-operative and its members. In the next paragraph it agreed to assume the obligations of Whiting Dairy Company, and provided for the method of payment. The assumption of this obligation was for the benefit of Co-operative and its members. If it was not intended that the bond should be pledged as security for the obligation of Whiting Dairy Company we find no reason for making reference to the bond in this contract. *234 The obligation to pay for the milk currently delivered was no greater than the obligation to pay the Whiting Dairy Company indebtedness. We assume that the contract was entered into in good faith and that Dairy intended to perform its part of the contract. If this is true there is nothing inconsistent with its pledging the bond to secure its performance. As further evidence of this, the contract provided that it was to have no force and effect after the expiration of six months except that the provisions "whereby party of the first part assumes and agrees to pay the above-mentioned obligations of Whiting Dairy Company and Frank Whiting shall not be terminated and payments under the said provisions shall continue as above specified." It is considered that by the terms of the contract the bond was pledged as security for the payment of the Whiting Dairy Company obligation assumed by Dairy.
It is contended that Heggestad, as owner of the bond deposited with the Department of Agriculture and Markets, at no time personally pledged the bond as security for this obligation. He was secretary of the corporation that entered into the contract that pledged the bond, and as such secretary signed the agreement. He had full knowledge of the contents of the instrument that he signed. He was a party to the agreement as an officer of the corporation, and by the doctrine of equitable estoppel it would be unconscionable to permit him as an individual to maintain a position inconsistent with one in which he had acquiesced. He had knowledge of the facts, or at least he had the means at hand of knowing all the facts.Baierl v. Riesenecker (1930),
The decision on this appeal makes it unnecessary to consider the question sought to be reviewed.
By the Court. — Judgment affirmed. *235